Common use of Indemnification for Intellectual Property Infringement Clause in Contracts

Indemnification for Intellectual Property Infringement. If ITS' usage of a product purchased under this Contract shall be enjoined for any reason or if Contractor reasonably believes that it may be enjoined, Contractor shall have the obligation, at its own expense and discretion, to take one or more of the following actions to make ITS whole: • to procure for ITS the right to continue using the product at issue and continue receiving any replacements or maintenance and support services that were previously contracted for and paid for by ITS; • to modify the service or product so that usage becomes non-infringing, and as modified, is of materially equal quality and performance; or • to replace such product or parts thereof, as applicable, with non-infringing product of at least equal quality and performance. If the above remedies are not available, the Parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that ITS is given a refund for any amounts paid by ITS for a period during which the product's usage was enjoined.

Indemnification for Intellectual Property Infringement. If ITS' usage of a product purchased under this Contract shall be enjoined for any reason or if Contractor reasonably believes that it may be enjoined, Contractor shall have the obligation, at its own expense and discretion, to take one or more of the following actions to make ITS whole: • to procure for ITS ITS, at its own expense, the right to continue using the product at issue and continue receiving any replacements or maintenance and support services that were previously contracted for and paid for by ITS; • to modify the service or product so that usage becomes non-infringing, and as modified, is of materially equal quality and performance; or • to replace such product or parts thereof, as applicable, with non-infringing product of at least equal quality and performance. If the above remedies are not available, the Parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that ITS is given a refund for any amounts paid by ITS for a period during which the product's usage was enjoined.